BGHS Boussard & Gavaudan Holding Limited

 
TIDMBGHS 
 

BOUSSARD & GAVAUDAN HOLDING LIMITED

Registration Number: 45582

Registered Office: Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey, GY1 2HT

Tel: +44 (0)1481 702 400 Fax: +44 (0)1481 702 407

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "AGM") of the Company will be held at Ground Floor, Dorey Court, Admiral Park, St. Peter Port, Guernsey on Thursday, 23 September 2021 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions:

 
Ordinary Business - Ordinary Resolutions 
1.        THAT the Company's annual report and audited financial statements 
           for the year ended 31 December 2020 be received and adopted. 
2.        THAT Ernst & Young LLP be re-appointed as auditor of the 
           Company, to hold such office until the conclusion of the 
           next annual general meeting, and that the directors be authorised 
           to agree the auditor's remuneration. 
      3.  THAT Mr Andrew Henton who, being eligible and having offered 
           himself for re-election, be re-appointed as a director of 
           the Company. 
      4.  THAT Mr Andrew Howat who, being eligible and having offered 
           himself for re-election, be re-appointed as a director of 
           the Company. 
      5.  THAT Ms Sylvie Sauton who, being eligible and having offered 
           herself for re-election, be re-appointed as a director of 
           the Company. 
      6.  THAT Mr Bruce James who, being eligible and having offered 
           himself for election, be appointed as a director of the Company. 
      7.  THAT the waiver granted by the Panel of the obligation which 
           may otherwise arise, pursuant to Rule 9 of the Code, for 
           a member of the Concert Party to make a general offer to 
           the other Shareholders for all of their Shares as a result 
           of market purchases of Shares by the Company pursuant to 
           the authority granted under Resolution 8 that could potentially 
           increase the Concert Party's interest in Shares from approximately 
           31.63 per cent. of the total Voting Rights in connection 
           with the BG Remuneration Policy) to a maximum of approximately 
           34.37 per cent. of the total Voting Rights, be approved. 
           Note: in accordance with the requirements of the Code, the 
           members of the Concert Party will not be voting in respect 
           of Resolution 8. The vote in respect of Resolution 8, as 
           is the case for all Resolutions to be put to the AGM, will 
           be held by means of a poll and only Independent Shareholders 
           my participate in such poll. 
Special Business -- Special Resolution 
8.        THAT, conditional on approval of Resolution 7 above, in replacement 
           for all previous authorities, the Company be generally and, 
           subject as hereinafter appears, unconditionally authorised, 
           in accordance with section 315 (1)(a) of The Companies (Guernsey) 
           Law, 2008, as amended (the "2008 Law"), to make market acquisitions 
           (within the meaning of section 316 of the 2008 Law) of shares 
           ("Shares") in the capital of the Company and to cancel such 
           Shares or hold such Shares as treasury shares, provided that: 
           a) the maximum number of Shares hereby authorised to be purchased 
           shall be up to an aggregate of the lesser of (a) 1,905,943 
           Euro Shares and 44,144 Sterling Shares or (b) such number 
           as shall represent 14.99% per cent. of each class of Shares 
           in issue (excluding Shares held in treasury), rounded down 
           to the nearest whole number, on the date on which this resolution 
           is passed; 
           b) the maximum price which may be paid for a Share shall 
           be the higher of (a) an amount equal to 105.00 per cent. 
           of the average of the closing quotation for a Share of the 
           relevant class taken from and calculated by reference to 
           (i) in the case of the Euro Shares, Euronext Amsterdam or 
           (ii) in the case of the Sterling Shares, the London Stock 
           Exchange plc's Daily Official List, as the case may be, for 
           the five Business Days immediately preceding the day on which 
           the Shares are purchased and (b) the higher of the price 
           of the last independent trade and highest current independent 
           bid on the relevant market when the purchase is carried out, 
           provided that the Company shall not be authorised to acquire 
           Shares at a price above the estimated prevailing net asset 
           value of the relevant class of Shares on the date of purchase; 
           c) the minimum price which may be paid for a Share shall 
           be EUR0.01 or GBP0.01, as the case may be; and 
           d) unless previously varied, revoked or renewed, the authority 
           hereby conferred shall expire on the earlier of 30 September 
           2022 or the date of the next annual general meeting of the 
           Company, whichever is the earlier, save that the Company 
           may, prior to such expiry, enter into a contract to purchase 
           Shares under such authority, and may make a purchase of Shares 
           pursuant to any such contract notwithstanding such expiry. 
 
 
BY ORDER OF THE BOARD 
 
Yours faithfully 
For and on behalf of 
JTC Fund Solutions (Guernsey) Limited 
Secretary 
 
Guernsey, 27 August 2021 
 

Notes:-

   1. All persons recorded on the register of members as holding shares in the 
      Company as at the close of business on Tuesday, 21 September 2021 or, if 
      the AGM is adjourned, as at the close of business on Tuesday, 28 
      September 2021, shall be entitled to attend and vote (either in person or 
      by proxy) at the AGM and shall be entitled on a poll to one vote per 
      share held. 
 
   2. A member of the Company entitled to attend and vote at the AGM is 
      entitled to appoint one or more proxies to exercise all of any of his 
      rights to attend and to speak and vote at the AGM instead of him. A proxy 
      need not be a member of the Company. 
 
   3. A member may appoint more than one proxy in relation to a meeting, 
      provided that each proxy is appointed to exercise the rights attached to 
      a different share or shares held by him. 
 
   4. For the convenience of members who may be unable to attend the AGM, a 
      Form of Proxy is enclosed with this document. To be valid, the Form of 
      Proxy must reach the registrar, JTC Registrars Limited, Ground Floor, 
      Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 2HT not later than 
      48 hours before the time appointed for the AGM (or any adjourned AGM). 
      Any power of attorney or other authority under which the form of proxy is 
      signed must be sent with the form of proxy. 
 
   5. In the event that a form of proxy is returned without an indication as to 
      how the proxy shall vote on the resolutions, the proxy will exercise 
      their discretion as to whether and, if so, how they vote. 
 
   6. The quorum for the AGM is two members present in person or by proxy. If, 
      within half an hour from the appointed time for the AGM, a quorum is not 
      present, then the meeting will be adjourned to Thursday, 30 September 
      2021 at 10 a.m. at the same time and place. This Notice shall be deemed 
      to constitute due notice of any such adjourned AGM. 
 
   7. None of the directors has a contract of service with the Company. 
 
   8. Holders of shares with the following ISINs have the right to attend, 
      speak and vote at the AGM: 
 
          -- Euro Shares -- GG00B1FQG453 
 
          -- Sterling Shares -- GG00B39VMM07 

Attachment

   -- 02 Notice of AGM 
      https://ml-eu.globenewswire.com/Resource/Download/ba28a73a-84a4-4637-80de-a7ae98ddec1d 
 
 
 

(END) Dow Jones Newswires

August 27, 2021 12:05 ET (16:05 GMT)

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